~~~~~~~~~~~~~~~~~~ Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 1 of 12 ~ S-1 K-:-~ 1-;.\ ~: -- DOC l "\ll:\t.e.. C RO:\CALLY nun,.doc# ~ UNTED STATES DST~CT COUR~).\ r ~l:. ---.. -{~.. j. SOUTHERN DSTRCT O NEW YO l D. //v ~ ---. -~ - --- --..,... -.,...;--.,_...:.. :,,,.... N RE MF GLOBAL HOLDNGS LMTED SECURTES LTGATON THS DOCUMENT RELATES TO: All Securtes Actons (DeAngels v. Corzne). Cvl Acton No. 1: l 1-CV-07866-VM ECF CASE JUDGMENT APPROVNG CLASS A(CTON SETTLEMENT WTH CERTAN UNDERWR*R DEFENDANTS WHEREAS, a consoldated securtes class actcjl s pendng n ths Court styled n re MF Global Holdngs Lmted Securtes Ltgaton, Cvl Acton No. 1: ll-cv-07866-vm, that has been consoldated wth other actons under the master case DeAngels v. Corzne, 1 l-cv-07866- VM (the "Acton"); WHEREAS, (a) Lead Plantffs the Vrgna Retrement System and Her Majesty The Queen n Rght Of Alberta, on behalf of themselves, th~ other named plantffs n the Acton, and the other members of the Underwrter Settlement Class (defned below), and (b) the followng underwrter defendants: Ctgroup Global Markets nc., Deutsche Bank Securtes nc., Goldman, Sachs & Co., J.P. Morgan Securtes LLC, Merrll Lynph, Perce, Fenner & Smth ncorporated, RBS Securtes nc. and Sandler ONell & Partners, L.P. (the "Settlng Underwrter Defendants" and together wth Lead Plantffs, the "Settlng Part~s") have entered nto a Stpulaton and Agreement of Settlement Wth Certan Underwrter Dffendants dated November 25, 2014 (the "Underwrter Stpulaton"), that provdes for a complete dsmssal wth prejudce of the clams asserted aganst the Settlng Underwrter Defendants n the Acton on the terms and condtons set
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 2 of 12 forth n the Underwrter Stpulaton, subject to the approval of ths Court (the "Underwrter Settlement"); WHEREAS, unless otherwse defned n ths Ju4gment, the captalzed terms heren shall have the same meanng as they have n the Underwrter ~tpulaton; WHEREAS, by Order dated December 11, 201~ (the "Underwrter Prelmnary Approval Order"), ths Court: (a) prelmnarly approved the 4nderwrter Settlement; (b) certfed the Underwrter Settlement Class solely for purposes of efffctuatng the Underwrter Settlement; ( c) ordered that notce of the proposed Underwrter Settlenftent be provded to potental Underwrter Settlement Class Members; ( d) provded Underwrt r Settlement Class Members wth the opportunty ether to exclude themselves from the Unde~ter Settlement Class or to object to the proposed Underwrter Settlement; and (e) scheduled a hearng regardng fnal approval of the Underwrter Settlement; WHEREAS, due and adequate notce has been aven to the Underwrter Settlement Class; WHEREAS, the Court conducted a hearng on June 26, 2015 (the "Settlement Hearng") to consder, among other thngs: (a) whether the tt:nms and condtons of the Underwrter Settlement are far, reasonable and adequate to the Underwrter Settlement Class, and should therefore be approved; and (b) whether a judgment shoµld be entered dsmssng the Acton wth prejudce as aganst the Settlng Underwrter Defendant~; and WHEREAS, the Court havng revewed and c1nsdered the Underwrter Stpulaton, all papers fled and proceedngs held heren n connecton wth the Underwrter Settlement, all oral and wrtten comments receved regardng the Underwrt r Settlement, and the record n the Acton, and good cause appearng therefor; 2
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 3 of 12 NOW, THEREFORE, T S HEREBY ORDERJtD, ADJUDGED AND DECREED: 1. Jursdcton - The Court has jursdctonover the subject matter of the Acton, and all matters relatng to the Underwrter Settlement, as wtll as personal jursdcton over all of the Settlng Partes and each of the Underwrter Settlement pass Members. 2. ncorporaton of Settlement Document~ - Ths Judgment ncorporates and makes a part hereof: (a) the Underwrter Stpulaton fled wththe Court on December 11, 2014; and (b) the Underwrter Notce and the Underwrter Summary Notce, both of whch were fled wth the Court on May 15, 2015. 3. Class Certfcaton for Settlement P1rposes - The Court hereby affrms ts determnatons n the Underwrter Prelmnary Approv Order certfyng, for the purposes of the Underwrter Settlement only, the Acton as a class acton pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Cvl Procedure on behalf of a class consstng of all persons and enttes who or whch purchased or otherwse acqured, durng the $ettlement Class Perod (.e., the perod begnnng on May 20, 2010 through and ncludng No~ember 21, 2011), any of the MF Global Settlng Underwrter Securtes 1 and were damaged the~by (the "Underwrter Settlement Class"). Excluded from the Underwrter Settlement Class are: () Defendants and MF Global; () members of the mmedate Famles of the ndvdual Defenda$.ts; () the subsdares and afflates of Defendants and MF Global; (v) any person or entty who or whch was durng the Settlement 1 "MF Global Settlng Underwrter Securtes" means MF Global common stock purchased n or traceable to the secondary offerng pursuant to a Post-Effectve Amtdment No. 1 to Regstraton Statement No. 333-162119, dated February 24, 2010, a Prelmnary Prospec us Supplement dated June 1, 2010, and a Fnal Prospectus supplement dated June 3, 2010 (CUSP 55277Jl 8); MF Globals 1.875% Convertble Senor Notes due February 1, 2016 ssued on or about February,7, 2011 (CUSP 55277JAA6); MF Globals 3.375% Convertble Senor Notes due August 1, 2018 ~ssued on or about July 28, 2011 (CUSP 55277JAB4); and MF Globals 6.25% Senor Notes due Au&ust 8, 2016 ssued on or about August 1, 2011 (CUSP 55277JAC2). 3
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 4 of 12 Class Perod and/or s a partner, executve offcer, drect~r, or controllng person of MF Global, or any of ts subsdares or afflates, or of any Defendant;,(v) any entty n whch any Defendant or MF Global had durng the Settlement Class Perod and/or has a controllng nterest; (v) Defendants lablty nsurance carrers, and any affl4tes or subsdares thereof; (v) the AG Oncon Plantffs; and (v) the legal representatves, hers, successors and assgns of any such excluded person or entty; provded, however, that any tvestment Vehcle shall not be deemed an excluded person or entty by defnton. 4. Adequacy of Representaton -Pursuan(t to Rule 23 of the Federal Rules of Cvl Procedure, and for the purposes of the Underwrter Set~lement only, the Court hereby affrms ts determnatons n the Underwrter Prelmnary Appn)val Order certfyng Lead Plantff the Vrgna Retrement System as class representatve for the Underwrter Settlement Class and appontng Co-Lead Counsel as class counsel for the Unperwrter Settlement Class. Lead Plantff the Vrgna Retrement System and Co-Lead Counsel :Save farly and adequately represented the Underwrter Settlement Class both n terms of ltgatng the Acton and for purposes of enterng nto and mplementng the Underwrter Settlement and pave satsfed the requrements of Federal Rules of Cvl Procedure 23(a)(4) and 23(g), respectvely. 5. Notce -The Court fnds that the dssemnaton of the Underwrter Notce and the publcaton of the Underwrter Summary Notce: (a) were mplemented n accordance wth the Underwrter Prelmnary Approval Order; (b) consttuted the best notce practcable under the crcumstances; ( c) consttuted notce that was reasonab[y calculated, under the crcumstances, to apprse Underwrter Settlement Class Members of () th~ pendency of the Acton; () the effect of the proposed Underwrter Settlement (ncludng the Releases to be provded thereunder); () ther rght to object to any aspect of the Underwrter SettleJ1ent; (v) ther rght to exclude themselves 4
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 5 of 12 from the Underwrter Settlement Class; and (v) ther rg~t to appear at the Settlement Hearng; (d) consttuted due, adequate, and suffcent notce to all per$ons and enttes enttled to receve notce of the proposed Underwrter Settlement; and ( e) satsfed the requrements of Rule 23 of the Federal Rules of Cvl Procedure, the Unted States (:onsttuton (ncludng the Due Process Clause), the Prvate Securtes Ltgaton Reform Act of 1995, 15 U.S.C. 77z-l, as amended, and all other applcable law and rules. 6. Fnal Settlement Approval and Ds,ssal of Clams - Pursuant to, and n accordance wth, Rule 23 of the Federal Rules of Cvl Procedure, ths Court hereby fully and fnally approves the Underwrter Settlement set forth n the Underwrter Stpulaton n all respects (ncludng, wthout lmtaton: the amount of the Undetwrter Settlement; the Releases provded for theren, ncludng the release of the Released Plantffs Clams as aganst the Settlng Underwrter Defendants Releasees; and the dsmssal mth prejudce of the clams asserted aganst the Settlng Underwrter Defendants n the Acton), anq fnds that the Underwrter Settlement s, n all respects, far, reasonable and adequate to the Udµerwrter Settlement Class. The Settlng Partes are drected to mplement, perform and con~ummate the Underwrter Settlement n accordance wth the terms and provsons contaned n lhe Underwrter Stpulaton. 7. All of the clams asserted aganst the Settjlng Underwrter Defendants n the Acton by Lead Plantffs and the other Underwrter Settlement )Class Members are hereby dsmssed wth prejudce. The Settlng Partes shall bear ther own costs and expenses, except as otherwse expressly provded n the Underwrter Stpulaton. 8. Bndng Effect - The terms of the Und~rwrter Stpulaton and of ths Judgment shall be forever bndng on Settlng Underwrter DFfendants, Lead Plantffs and all other Underwrter Settlement Class Members (regardless of whether or not any ndvdual Underwrter 5
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 6 of 12 Settlement Class Member submts a Proof of Clam Form or seeks or obtans a dstrbuton from the Underwrter Net Settlement Fund), as well as ther r~spectve successors and assgns. 9. Releases - The Releases set forth n f aragraphs 5 and 6 of the Underwrter Stpulaton, together wth the defntons contaned n Pfagraph 1 of the Underwrter Stpulaton relatng thereto, are expressly ncorporated heren n all respects. The Releases are effectve as of the Effectve Date. Accordngly, ths Court orders that: (a) Wthout further acton by anyonej and subject to paragraph 10 below, upon the Effectve Date of the Underwrter Settlement, Lead Plantffs and each of the other Underwrter : Settlement Class Members, on behalf of themselves and ther respectve hers, executors, admnstrators, predecessors, successors, afflates and ~sgns, n ther capactes as such, shall be deemed to have, and by operaton oflaw and of ths Judment shall have, fully, fnally and forever compromsed, settled, released, resolved, relnqushed~ waved and dscharged each and every Released Plantffs Clam aganst the Settlng Undertvrter Defendants and the other Settlng Underwrter Defendants Releasees, and shall forever Qe enjoned from prosecutng any or all of the Released Plantffs Clams aganst any of the SeOlng Underwrter Defendants Releasees. Ths Release shall not apply to any of the Excluded Plantffs Clams. (b) Wthout further acton by anyon~, and subject to paragraph 10 below, upon the Effectve Date of the Underwrter Settlement, the Srttlng Underwrter Defendants, on behalf of themselves and ther respectve hers, executors, admnstrators, predecessors, successors, afflates and assgns, n ther capactes as such, shall bf deemed to have, and by operaton of law and of ths Judgment shall have, fully, fnally and forever compromsed, settled, released, resolved, relnqushed, waved and dscharged each and every ~leased Settlng Underwrter Defendants Clam aganst Lead Plantffs and the other Plantffs, Releasees, and shall forever be enjoned 6
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 7 of 12 from prosecutng any or all of the Released Settlng Un4erwrter Defendants Clams aganst any of the Plantffs Releasees. Ths Release shall not apply to any Excluded Settlng Underwrter Defendants Clam. 10. Notwthstandng paragraphs 9(a) - (b) above, nothng n ths Judgment shall bar any acton by any of the Settlng Partes to enforce effectuate the terms of the Underwrter or1 Stpulaton or ths Judgment. 11. Bar Order - The Court hereby: (a) perranently bars, enjons and restrans any person or entty from commencng, prosecutng, or assejtng any Barred Clams aganst any of the Settlng Underwrter Defendants Releasees, whether. as clams, cross-clams, counterclams, thrd-party clams, or otherwse, and whether asserted n the Acton or any other proceedng, n ths Court, n any federal or state court, or n any other cqurt, arbtraton proceedng, admnstratve agency, or other forum n the Unted States or elsewhe:tte; and (b) permanently bars, enjons, and restrans the Settlng Underwrter Defendants Relea.$ees from commencng, prosecutng, or assertng any Barred Clams aganst any person or :entty, whether as clams, cross-clams, counterclams, thrd-party clams or otherwse, and w~ther asserted n the Acton or any other proceedng, n ths Court, n any federal or state court, mt n any other court, arbtraton proceedng, admnstratve agency, or other forum n the Unted Sta1es or elsewhere. 12. Judgment Reducton - a. Any fnal verdct or judgment oqtaned by or on behalf of the Underwrter Settlement Class arsng out of the 1.875% or 3~375% Convertble Notes offerngs and/or the Common Stock Secondary Offerng agansf any person or entty subject to the Bar Order shall be reduced by the greater of: () an ~mount that corresponds to the percentage of responsblty of the Settlng Underwrter Defendants as underwrters of such offerngs 7
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 8 of 12 for common damages arsng out of those offernf8; or () the amount pad by or on behalf of the Settlng Underwrter Defendants to the Underwrter Settlement Class for common damages arsng out of those offerngs. b. Any fnal verdct or judgment obtaned by or on behalf of the Underwrter Settlement Class arsng out of the 6.25% Senor Notes offerng aganst any person or entty subject to the Bar Order shall be reduced by the areatest of: () an amount that corresponds to the percentage of responsblty of the Settlng Underwrter Defendants as underwrters of that offerng for common damages arsng o~t of that offerng; () the amount pad by or on behalf of the Settlng Underwrter Defen9ants to the Underwrter Settlement Class for common damages arsng out of the 6.25% S~nor Notes offerng; or () the aggregate amount the Settlng Underwrter Defendants th~t were underwrters of the 6.25% Senor Notes would have been requred under the applpable agreements among the underwrters of the 6.25% Senor Notes to contrbute to any judgment wth respect to the 6.25% Senor Notes offerng f not for the Bar Order,.e., the percentage that corresponds to the percentage of the 6.25% Senor Notes offerng tjhat such Settlng Underwrter Defendants commtted to take down n that offerng (ncludq.g any over allotment); provded, however, there shall be no reducton for any amounts sudh Settlng Underwrter Defendants would be responsble to contrbute under those agreem~nts wth respect solely to any and all costs or fees (ncludng but not lmted to attorneys fees) ncurred by or for whch the underwrters of the 6.25% Senor Notes may oth~rwse become responsble that are related n any way to such judgment. Wthout consttutng any admsson of lablty or damages for any offerng, and solely for purposes of dentfyng the amount referred to n subseqton () of the second judgment reducton 8
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 9 of 12 provson, "the amount pad by or on behalf of the Settlpg Underwrter Defendants" wth respect to common damages n the 6.25% Senor Notes offern~ s $1,728,918.48. No other amounts are beng pad by the Settlng Underwrter Defendants to ~ettle any clams arsng from the 6.25% Senor Notes offerng. 13. Rule 11 Fndngs - The Court fnds anp concludes that the Settlng Partes and ther respectve counsel have compled n all respects ~th the requrements of Rule 11 of the Federal Rules of Cvl Procedure n connecton wth ~he nsttuton, prosecuton, defense, and settlement of the Acton. 14. No Admssons - Nether ths Judgmen~, the Underwrter Stpulaton (whether or not consummated), ncludng the exhbts thereto, the P[an of Allocaton to be proposed by Lead Plantffs (or any other plan of allocaton that may be 1approved by the Court), the negotatons leadng to the executon of the Underwrter Stpulaton~ nor any proceedngs taken pursuant to or n connecton wth the Underwrter Stpulaton and/or approval of the Underwrter Settlement (ncludng any arguments proffered n connecton therewth): (a) shall be offered aganst any of the Settlng Underwrter Defendants Releasees as evdence of, or construed as, or deemed to be evdence of () any presumpton,, concesson, or admsson by any of the SettlnS: Underwrter Defendants Releasees wth respect to the truth of any fact alleged by Lead PJantffs, the valdty of any clam that was or could have been asserted by Lead Plant~ffs or any member of the Underwrter Settlement Class, or the defcency of any defens~ that has been or could have been asserted by the Settlng Underwrter Defendants n ths Acton or n any other ltgaton, or () any lablty, neglgence, fault, or other wrongdofng of any knd of any of the Settlng Underwrter Defendants Releasees or n any war referred to for any other reason as aganst 9
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 10 of 12 any of the Settlng Underwrter Defendants Releasees, n any cvl, crmnal or admnstratve acton or proceedng, other than $uch proceedngs as may be necessary to effectuate the provsons of the Underwrter Stpµlaton; (b) shall be offered aganst any of th~ Plantffs Releasees, as evdence of, or construed as, or deemed to be evdence of () any presumpton, concesson or admsson by any of the Plantffs Releasees that any of ther clams are wthout mert, that any of the Settlng Underwrter Defendants Releasees haf mertorous defenses, or that damages recoverable aganst the Settlng Underwrter D~fendants under the Complant would not have exceeded the Settlement Amount, or () any lablty, neglgence, fault or wrongdong of any knd, or n any way referred to for any other reason as aganst any of the Plantffs Releasees, n any cvl, crmnal or admnstratve acton or proceedng, other than such proceedngs as may be necessary to effectl.1;ate the provsons of the Underwrter Stpulaton; or ( c) shall be construed aganst any of Releasees as an admsson, concesson, or presumpton that the consderaton to be gven under the Underwrter Settlement represents the amount whch could be or would have been :tecovered aganst the Settlng Underwrter Defendants after tral; provded, however, that the Settlng Partes and the R~leasees and ther respectve counsel may refer to ths Judgment and the Underwrter Stpulaton ~o effectuate the protectons from lablty granted hereunder and thereunder or otherwse to enfor1e the terms of the Underwrter Settlement. 15. Retenton of Jursdcton - Wthout adectng the fnalty of ths Judgment n any way, ths Court retans contnung and exclusve jurskcton over: (a) the Settlng Partes for purposes of the admnstraton, nterpretaton, mpleme~taton and enforcement of the Underwrter 10
,1 Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 11 of 12 Settlement; (b) the dsposton of the Underwrter Settl9ment Fund; (c) any moton for an award of attorneys fees and/or Ltgaton Expenses by Co-Le~d Counsel n the Acton that wll be pad from the Underwrter Settlement Fund; ( d) any motoq. to approve a plan of allocaton for the proceeds of the Underwrter Settlement Fund; ( e) any moton to approve the Class Dstrbuton Order; and (t) the Underwrter Settlement Class Members for all matters relatng to the Underwrter Settlement. 16. At ths tme, motons for approval of a plan of allocaton or for an award of attorneys fees and rembursement of Ltgaton Expe~ses to Plantffs Counsel have not been made. Followng addtonal notce to Underwrter Settlement Class Members and an opportunty to be heard, separate orders shall be entered regardng: approval of a plan of allocaton and the moton of Co-Lead Counsel for an award of attorneys fees and rembursement of Ltgaton Expenses. Such orders shall n no way affect or delay the fnalty of ths Judgment and shall not affect or delay the Effectve Date of the Underwrter Sef:tlement. 17. Modfcaton of the Agreement of Setpement - Wthout further approval from the Court, Lead Plantffs and Settlng Underwrter Defendants are hereby authorzed to agree to,, and adopt such amendments or modfcatons of the Underwrter Stpulaton or any exhbts attached thereto to effectuate the Underwrter Settlement that: (a) are not materally nconsstent wth ths Judgment; and (b) do not materally lmt t9e rghts of Underwrter Settlement Class Members n connecton wth the Underwrter Settlement. Wthout further order of the Court, Lead Plantffs and Settlng Underwrter Defendants may agr~e to reasonable extensons of tme to carry out any provsons of the Underwrter Settlement. 18. Termnaton of Settlement - f the pnderwrter Settlement s termnated as provded n the Underwrter Stpulaton or the Effectve Date of the Underwrter Settlement 11
Case 1:11-cv-07866-VM-JCF Document 965 Fled 06/26/15 Page 12 of 12 otherwse fals to occur, ths Judgment shall be vacated, rfndered null and vod and be of no further force and effect, except as otherwse provded by the Ub.derwrter Stpulaton, and ths Judgment shall be wthout prejudce to the rghts of Lead Plantffp, the other Underwrter Settlement Class Members and the Settlng Underwrter Defendants, anf the Settlng Partes shall revert to ther respectve postons n the Acton on Aprl 24, 2014, as rrovded n the Underwrter Stpulaton. 19. Entry of Fnal Judgment - There s mo just reason to delay the entry of ths Judgment as a fnal judgment n ths Acton as aga~st pursuant to Rule 54(b) of the Federal Rules of Cvl ~rocedure. the Settlng Underwrter Defendants Accordngly, the Clerk of the Court s expressly drected to mmedately enter ths fnal judgment as aganst the Settlng #822606 12